Talentum Oyj - Company Announcement

TALENTUM CORPORATION: STATEMENT OF THE BOARD OF DIRECTORS ON ALMA MEDIA CORPORATION'S VOLUNTARY PUBLIC EXCHANGE OFFER FOR THE SHARES AND OPTIONS IN TALENTUM CORPORATION

Helsinki, Finland, 2015-09-29 07:31 CEST (GLOBE NEWSWIRE) -- 

TALENTUM    Stock exchange release            29 September 2015 at 8.30 a.m.

TALENTUM CORPORATION: STATEMENT OF THE BOARD OF DIRECTORS ON ALMA MEDIA
CORPORATION'S VOLUNTARY PUBLIC EXCHANGE OFFER FOR THE SHARES AND OPTIONS IN
TALENTUM CORPORATION 

THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND,
SINGAPORE, SOUTH AFRICA, UNITED STATES OR ANY OTHER COUNTRY WHERE SUCH
PUBLICATION OR DISTRIBUTION OR OFFER WOULD VIOLATE APPLICABLE LAWS OR
REGULATIONS. 

With reference to stock exchange releases of Talentum Corporation (hereinafter"Talentum") and Alma Media Corporation (hereinafter "Alma Media") earlier today
on 29 September 2015 regarding the launch of the voluntary public exchange
offer by Alma Media concerning all of the issued and outstanding shares of
Talentum and the securities entitling to the shares, the Board of Directors of
Talentum issues the following statement referred to in Chapter 11 Section 13 of
the Finnish Securities Market Act (746/2012, as amended) regarding the exchange
offer. 

THE EXCHANGE OFFER IN BRIEF

Talentum and Alma Media have on 28 September 2015 entered into a combination
agreement (hereinafter the "Combination Agreement") under which they have
agreed to combine the operations of Talentum and Alma Media (hereinafter the"Combination"). The Combination will be implemented by Alma Media offering to
acquire all Talentum's issued and outstanding shares (the “Talentum Shares”)
and securities entitling to shares which are not owned by Talentum or its
subsidiaries (the “Exchange Offer”). 

Alma Media is a media corporation specialized in digital services and
publishing operations. Turnover of Alma Media was MEUR 295.4 in 2014. 

In the Exchange Offer Alma Media offers as a share consideration (hereinafter
the "Share Consideration") 0.25 new shares of Alma Media (hereinafter the "New
Shares") and as a cash consideration (hereinafter the "Cash Consideration") EUR
0.70 for each share of Talentum (hereinafter the Share Consideration and the
Cash Consideration together the "Offer Consideration"). Alma Media's offer also
concerns options entitling to the shares. The consideration offered for option
rights granted under the option plans of Talentum is EUR 0.11 for each Talentum
2013A option right and EUR 0.06 for each Talentum 2013B option right
(hereinafter the "Option Right Consideration"). The structure of the offer
gives Talentum's shareholders the possibility to receive cash consideration for
their shares while continuing as shareholders in the company combining the
businesses of Alma Media and Talentum (the “Combined Company”). 

The Offer Consideration corresponds to a premium of approximately 24.4 per cent
in comparison to Talentum's volume-weighted average share price (EUR 1.15) on
NASDAQ OMX Helsinki Ltd (the “Helsinki Stock Exchange”) in the
three-month-period prior to the announcement of the Exchange Offer ending 28
September 2015, when the Share Consideration is valued at the volume-weighted
average share price of Alma Media in the same period (EUR 2.93). 

The Offer Consideration corresponds to a premium of approximately 14.3 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015 based on the closing price of the Alma
Media share (EUR 2.55) on the same day. 

The total value of the Exchange Offer is approximately MEUR 42.7 based on the
average price of Alma Media's share, weighted by trading volume of Alma Media,
during the three-month period ended on 28 September 2015 and is approximately
MEUR 39.8 based on the closing price of Alma Media's share on 28 September 2015
increased by the total amount of the Cash and Option Right Consideration. 

The Exchange Offer will be made in accordance with the terms and conditions of
the combined offer and exchange document, including the unaudited pro forma
financial information illustrating the financial effects of the Combination, 
(hereinafter the "Offer Document") expected to be published by Alma Media on or
about 14 October 2015. 

The Exchange Offer is subject to, inter alia, (i) Alma Media obtaining over
ninety (90) per cent of the issued and outstanding shares and votes in Talentum
through the Exchange Offer, (ii) the receipt of all official approvals for
completing the Exchange Offer and the Combination, including approvals from the
competition authorities, in such manner that all terms possibly set forth
therein are reasonably acceptable from Alma Media's viewpoint, and (iii) no
material adverse change having occurred in Talentum or its operational
environment. If the Company acquires ownership of more than ninety (90) per
cent of all shares and votes produced by shares in Talentum, the intention is
to redeem any possible minority holdings and to request the Helsinki Stock
Exchange for permission to delist the Talentum Shares from the stock exchange
list. 

Alma Media has noted that the acceptance period of the Exchange Offer
(hereinafter the "Offer Period") is expected to commence on or about 15 October
2015 and to run until 12 November 2015 unless the Offer Period is extended. 

At the time of the announcement of the Exchange Offer on 29 September 2015,
Alma Media and its subsidiaries held 14,236,295 shares of Talentum which
corresponds to 32.14 per cent of the shares and the votes granted by the shares
of Talentum. 

The terms and conditions of the Exchange Offer as well as background and
reasons for the Exchange Offer will appear in more detail in the Offer Document
which is expected to be published by Alma Media on 14 October 2015. 

TALENTUM'S OUTLOOK UNCHANGED FOR 2015, NEW FOR 2016

Talentum has decided to present a preliminary outlook for 2016 in connection
with this Exchange Offer. The outlook for 2015 remains unchanged. Talentum's
new outlook is: 

Talentum estimates that its net sales for 2015 will remain approximately at the
same level as in 2014.  Operating income without non-recurring items will be
higher than in 2014. Operating income without non-recurring items was EUR 4.1
million in 2014. 

Concerning 2016, Talentum preliminarily estimates that its net sales will
remain approximately on the same level as in 2015. Operating income without
non-recurring items in 2016 is preliminarily estimated to be higher than in
2015. 

STATEMENT OF THE BOARD OF DIRECTORS

Background for the statement

Pursuant to Chapter 11 Section 13 of the Finnish Securities Market Act, the
Board of Directors of the target company shall make its statement on the public
tender offer. The statement shall include a well-founded assessment on the
offer from the perspective of the target company and security holders of the
target company as well as on strategic plans and their likely effects on the
operations and employment of the target company presented by the offeror in the
tender offer document. 

For the purposes of issuing this statement of the Board of Directors, Alma
Media has submitted to the Board of Directors of Talentum the draft version of
the Finnish language Offer Document. When preparing this statement, the Board
of Directors of Talentum has used the information that Alma Media has presented
in the draft version of the Offer Document and the Board of Directors of
Talentum has not verified that information independently. 

The Board of Directors bases this statement and the recommendations to
assessment on the issues and conditions that the Board of Directors has
considered being essential in the assessment of the Exchange Offer included but
not limited to the information and assumptions of the present situation and the
development of business and finances of Talentum. 

Talentum complies with the recommendations for procedures to be complied with
in takeover bids referred to in Chapter 11 Section 28 and of the Finnish
Securities Markets Act (The Helsinki Takeover Code). 

Statement of the Board of Directors on the strategic plans presented by the
offeror and their likely effects on the operations and employment of Talentum 

According to the draft version of the Offer Document, the basis of the new
combined company that will be established through the Combination of Alma Media
and Talentum will be combining of the operations of Talentum to Alma Media's
Financial media and corporate services -business unit. Business support
activities, including finance, personnel, ICT operations and administrative
operations of a public company, will be combined in the corporation level. The
remaining business units of Alma Media will continue their operations also
after the combination of Alma Media and Talentum. 

The combined company is clearly larger than current Talentum and Alma Media
which benefits the shareholders and personnel of the Combined Company as a more
stable business entity. The balance position of the Combined Company remains
strong, which gives to the company the possibility to continue the investments
required by the digitalization of media market and to exercise active dividend
payment practice. Pro forma turnover (calculated by adding up Alma Media's and
Talentum's revenues in which the companies' mix of sales have been taken into
account as if the Combination would have taken place already on 1 January 2014)
of Alma Media and Talentum for financial year 2014 is approximately MEUR 367.
Alma Media's turnover for financial year 2014 was MEUR 295.4 and Talentum's
MEUR 72.3. 

According to the draft version of the Offer Document, the objective of the new
Combined Company that will be established through the Combination of Alma Media
and Talentum is to be a multi-channel media corporation which produces quality
journalism and services supporting that to its target groups. The strategy of
the Combined Company is to increase the portion of digital consumer and
corporation services in its turnover and to bring to the markets digital
services also from outside of the publishing operations. The new Professional
media and corporate services (working title) -business unit, which will be
established as a consequence of the Combination, will operate in the markets of
finance and professional media as well as different knowledge and corporate
services, including books and events, in Finland and other Nordic countries.
The strategy of the business unit is to: 

  -- take advantage of the strong brand portfolio of the unit (in Finland for
     example Kauppalehti, Talouselämä, Arvopaperi and Tekniikka ja talous, in
     Sweden Affarsvärlden, Ny Teknik and Objektvision.se) in developing the
     media business operations and in extending the operations especially to the
     new digital services subject to a charge;
  -- produce quality journalism by high-quality and versatile editorial
     personnel;
  -- maintain and develop long and strong customer relationships to the most
     high-quality target groups amongst the professionals and corporate
     decision-makers of different fields;
  -- effectively cross-sell products and services utilizing existing
     wide-ranging customer bases and own marketing and selling channels of the
     business unit; and
  -- strengthen competitiveness of the unit in the advertising market by
     combining the high-quality target groups of the business unit to the
     digital network and knowledge of Alma group of companies.

Alma Media believes that the new business unit has possibilities to raise its
business activities by means of services supporting and utilizing the media
business operations, like digital knowledge services, both organically and
through the potential corporate acquisitions. According to Alma Media, the
Combination of Alma Media and Talentum extends the service complex offered by
the business unit to its customers and enables new sort of packaging of the
services according to the customer needs. 

According to the view of Alma Media presented in the draft version of the Offer
Document, the operations of Alma Media and Talentum are partly overlapping and
the overlapping operations will be combined after contemplating of the Exchange
Offer which may lead to the changes in the management and administration of
Alma Media and Talentum. The management and administration of the combined
company will be solved when the integration process proceeds. Alma Media's
Board of Directors will continue as the combined company's Board of Directors
and Kai Telanne will continue as the President and CEO. Alma Media tries to
reach parts of the synergies from the combination of Alma Media and Talentum,
among other things, by the arrangements of the personnel to be carried out over
time. Alma Media had 1,766 full-time employees on average during the six-month
period ended on 30 June 2015 and during the same period Talentum had 727
full-time employees on average. The objective of the Combined Company is to
assess the potential personnel changes relating to the cost synergies
immediately after the combination and, if necessary, to consult and negotiate
according to the Act on Co-operation within Undertakings about the plans of the
Combined Company with the employees concerned and the representatives of them. 

The Board of Directors of Talentum has assessed the strategic plans of Alma
Media and the potential impacts of them to the business activities of Talentum
and employment situation of Talentum on the grounds of the information
represented in the draft version of the Offer Document. The Board of Directors
of Talentum considers the strategic plans of Alma Media credible. The Board of
Directors of Talentum believes that when realized, the Combination of Talentum
and Alma Media provides the new company possibilities to develop new digital
consumer and corporate services. In preparing the statement, Talentum has
relied on information on strategic plans and business activities of Talentum
and employment situation of Talentum provided by Alma Media in the draft Offer
Document and has no specific remarks to be made based on the information. 

In preparing its statement the Board of Directors of Talentum has relied on
information provided in the draft version of the Offer Document by Alma Media
and has not independently verified this information. Accordingly, the Board of
Director's assessment of the strategic plans and the probable impact on
business activities of Talentum should be treated with caution. 

Assessment of the Board of Directors from the perspective of the target company
and its security holders 

Alma Media believes that the combined company that will be established by the
combination of Alma Media and Talentum has great possibilities to develop the
digital services of the company based on the digital skills of Alma Media and
at the same time to develop especially Talentum's supply of services. The
Combined Company has scale advantages especially with relation to digital
development because it can, by the investments to be made to product and
service development, promote the development of products and services of both
Alma Media and Talentum and it has better combined personnel resources to work
in product and service development. Alma Media believes that by means of the
Combination, new, even better than before, services and products can be offered
to readers, subscribers, advertisers and other corporate customers. 

In addition, Alma Media believes that the Combined Company will have strong
brands which can be utilized and by means of which it is able to bring new
services and products to the market. Alma Media and Talentum have long-term
experience especially as editor of professional and decision-maker media, which
enables more effective marketing of the products of the combined company
amongst the existing customers of the combined company as well as to new
customer groups. 

Management of Alma Media believes that by the combination of the operations of
Alma Media and Talentum it is possible to achieve a larger business entity
which has better possibilities to invest in the measures that digitalization
demands and to increase ownership-value in the combined company for example by
means of cost synergies and utilization of subscriber potential. 

The Board of Directors of Talentum believes that when realized, the Combination
of Talentum and Alma Media provides to the new company possibilities to develop
new digital consumer and corporate services. Receiving Alma Media's shares as a
part of the Offer Consideration is, according to view of Talentum Board of
Directors, beneficial for Talentum's shareholders because of the solid future
views of the Combined Company. By means of the Share Consideration, Talentum's
shareholders will get involved in the company that has, according to the view
of Talentum Board of Directors, from the Finnish media corporates the best
prerequisites to develop even more profitable business for the best target
groups. 

The Board of Directors of Talentum is aware of that the shareholders who
represent in total approximately 20.98 per cent of Talentum's shares have
irrevocably and unconditionally undertaken to accept the Exchange Offer. These
shareholders are Ilmarinen Mutual Pension Insurance Company and Accendo Capital
SICAV SIF. 

In order to support its assessment of the Exchange Offer, the Board of
Directors of Talentum has requested from Talentum's financial advisor, HLP
Corporate Finance Ltd, a fairness opinion (hereinafter the "Fairness Opinion").
HLP Corporate Finance Ltd's Fairness Opinion, dated 29 September 2015, states
that the Exchange Offer's consideration to the shareholders and option holders
is, from a financial point of view, considered fair. The Fairness Opinion is
attached as Appendix 1 to this statement of the Board of Directors. 

Recommendation of the Board of Directors

The Board of Directors of Talentum has carefully evaluated the Exchange Offer
and its terms and conditions based on the draft version of Offer Document, the
Fairness Opinion and other available information. 

Taking into account the above-mentioned considerations, the Board of Directors
of Talentum considers the Exchange Offer and the amount of the Share
Consideration and the Cash Consideration to be offered for one Talentum share,
under the prevailing conditions, fair to the shareholders taking into account,
amongst other factors, premium offered in the Exchange Offer, the ownership of
Alma Media group of companies in Talentum, the support for the Exchange Offer
by certain shareholders of Talentum referred to above, potential alternative
strategies that Talentum may adopt and HLP Corporate Finance Ltd's Fairness
Opinion. Accordingly, the Board of Directors also believes the consideration
offered for the option rights is fair based on the grounds presented above.
Based on the above factors, the Board of Directors recommends that the
shareholders and option holders of Talentum accept the Exchange Offer made by
Alma Media. 

The Board of Directors of Talentum notes that this statement of the Board of
Directors should not be considered to be investment or tax advice. The Board of
Directors is not to be required to evaluate the general stock price development
or risks relating to the investments in general. Each shareholder and option
holder shall independently make decision on acceptance or rejection of the
Exchange Offer by taking into account all information to be presented in the
Tender Offer Document made by Alma Media, this statement of the Board of
Directors in its entirety as well as other information that may impact the
value of the shares and of the option rights. 

Decision-making in the Board of Directors of Talentum regarding the Exchange
Offer 

The statement of the Board of Directors is unanimous.

Decision on the recommendation regarding the Exchange Offer and other relevant
decisions relating to the Exchange Offer have been made by the Board of
Directors of Talentum so that the chairman of the Board of Directors of
Talentum, Kai Telanne who works as CEO of Alma Media, has not participated in
the handling of the issues or decision-making. 

The Deputy Chairman of the Board of Directors Henri Österlund's main occupation
is to work as Founding Partner of Accendo Capital Fund which manages the fund
called Accendo Capital SICAV SIF which in turn owns more than ten per cent of
Talentum's shares. Alma Media has requested from Accendo Capital SICAV SIF a
commitment to accept Alma Media's offer and Accendo Capital SICAV SIF has made
the commitment in question after Talentum's Board of Directors has handled the
acceptance of the Combination Agreement and giving of the above-mentioned
statement. 

Other issues

The Board of Directors of Talentum notes that the combination of the operations
of Talentum and Alma Media will, in addition of the synergy benefits, pose
challenges to both parties and the combination may, as is common in such
processes, involve unforeseeable risks. The Board of Directors of Talentum
notes that the shareholder and option holders of Talentum should also take into
account the risks related to non-acceptance of the Exchange Offer. The shares
held by a Talentum shareholder who has not accepted the Exchange Offer may, on
conditions set out in the Finnish Companies Act, be redeemed in the minority
shareholders acquisition proceedings under the Finnish Companies Act. The value
of the potential cash consideration received through such acquisition
proceedings may, depending on the development of the Talentum share price, also
be lower than the value of the Offer Consideration to be paid in the Exchange
Offer. The acceptance of the Exchange Offer reduces the number of Talentum
shareholders and the number of such Talentum shares, which would otherwise be
publicly traded. Depending on the number of the Talentum shares validly
tendered in the Exchange Offer, this could have an adverse effect on the share
price and share price development of a Talentum share. 

HLP Corporate Finance Ltd has acted as the financial advisor and Bird & Bird
Attorneys Ltd. as the legal advisor to the Board of Directors of Talentum. 

TALENTUM CORPORATION

BOARD OF DIRECTORS

Appendix 1: Fairness Opinion

Further information:

Henri Österlund, Deputy Chairman of the Board of Directors of Talentum
Corporation 
henri.osterlund@accendofund.com
+358 50 348 9600

Distribution:

NASDAQ OMX Helsinki
Principal media
www.talentum.fi

Talentum in brief

Talentum Corporation focuses on professionals with main products of magazines,
books, digital services, trainings and events. Talentum produces contents from
various fields of economy, law, management, HR, sales and marketing, ICT,
technology and health care with the mission to help professionals succeed. 

In 2014, Talentum's net sales totalled EUR 72.3 million. The company employs
720 persons in Finland, Sweden, Denmark, Estonia and Latvia. Talentum
Corporation is listed on Nasdaq Helsinki. Read more: www.talentum.fi. 



THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
IN OR INTO AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE,
SOUTH AFRICA, THE UNITED STATE OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 

THIS RELEASE IS NOT AN EXCHANGE OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE
AN OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE
EXCHANGE OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN AN EXCHANGE OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY EXCHANGE
OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO
THOSE UNDERTAKEN IN FINLAND. 

THE EXCHANGE OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE EXCHANGE OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE EXCHANGE OFFER IS NOT BEING MADE, DIRECTLY
OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS
OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION,
TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF AUSTRALIA, CANADA, CHINA, HONG
KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. THE
EXCHANGE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE,
SOUTH AFRICA, THE UNITED STATES. 



APPENDIX 1: Fairness Opinion

Helsinki, 29 September 2015

The Board of Directors
Talentum Oyj


Dear Sirs,

HLP Corporate Finance Ltd (“HLP”) is acting as financial adviser to Talentum
Oyj ("Talentum") in connection with the today proposed voluntary public tender
offer (the "Offer") made by Alma Media Corporation (“Alma Media” or the"Offeror") for the entire issued and outstanding share capital and all options
of Talentum not already held by the Offeror. According to the Offer, the
consideration proposed to be paid by the Offeror for each Talentum share is a
share consideration of 0.25 new shares of Alma Media and a cash consideration
of EUR 0.70 (both considerations together the "Consideration") pursuant to the
terms and conditions as described in the Offeror's announcement of the Offer
dated 29 September 2015 (the "Terms and Conditions"). Additionally, The Offeror
offers to acquire all outstanding options which may be exercised to subscribe
shares in Talentum (“Eligible Options”), for a consideration of EUR 0.11 for
each Eligible A Option and EUR 0.06 for each Eligible B Option (both
considerations for the Eligible Options together the “Option Consideration”). 

According to the Offeror, the Offeror, together with the Offeror's
subsidiaries, own as per 29 September 2015 approx. 32.14% of the outstanding
shares and votes of Talentum (calculated by excluding the shares and votes held
by Talentum itself). 
In accordance with Finnish corporate governance best practices and management
duties based on Chapter 1, Section 8 of the Finnish Companies Act and as noted
in the Helsinki Takeover Code, Recommendation 5, Talentum has requested HLP to
provide an opinion addressed to the board of directors of Talentum as to
whether the Consideration is fair from a financial point of view. 

Concerning the Offer, The Board of Directors of Talentum has been chaired by
its vice chairman Mr. Henri Österlund, as Mr. Kai Telanne, chairman of the
Board of Directors of Talentum and CEO of Alma Media has, according to our
understanding, not participated in the handling of the Offer in the Board of
directors of Talentum. 

HLP is an investment bank providing independent advice in public tender offers,
mergers and acquisitions and financial restructurings. 

In arriving at the opinion contained in this letter, HLP has reviewed certain
publicly available financial and other information concerning Talentum and Alma
Media and certain financial information, analyses and other information
furnished to it by Talentum or Alma Media. HLP has also held discussions with
members of the senior management of Talentum and Alma Media regarding the
businesses and prospects of Talentum and Alma Media respectively. 

In addition, HLP has

(i) reviewed the reported prices and trading activity for the shares of
Talentum and Alma Media; 

(ii)  compared certain financial and stock market information for Talentum and
Alma Media with similar information for certain selected, publicly traded
companies which HLP has considered comparable to Talentum and Alma Media
respectively; 

(iii) reviewed the financial aspects of certain selected public tender offers
and merger and acquisition transactions which HLP has considered comparable to
the Offer; 

(iv) reviewed the financial terms of the Offer;

(v) reviewed the Terms and Conditions and certain related documents; and

(vi) performed such other studies and analyses and considered such other
factors as it deemed appropriate. 

In conducting the analyses and arriving at the opinion contained in this
letter, HLP has utilised a variety of generally accepted valuation methods
commonly used for these types of analyses. The analyses prepared by HLP were
prepared solely for enabling HLP to provide the opinion contained in this
letter and do not purport to be appraisals or necessarily reflect the prices at
which businesses or securities may actually be sold, which are inherently
subject to uncertainty. 

HLP has assumed and relied upon, without independent verifications, the
accuracy and completeness of all the information, whether publicly available or
furnished to us by Talentum or Alma Media or otherwise reviewed by HLP for the
purposes of this opinion. HLP has not performed, prepared or obtained any
appraisal, estimate or physical examination of any of the assets or liabilities
of Talentum or Alma Media or any of their group companies. HLP has not reviewed
any contracts of Talentum or Alma Media or their group companies nor has HLP
been furnished with any reviews of any agreements. 

With respect to the financial forecasts and projections, including also the
forecasts of certain synergies expected by the Offeror to be achieved as a
result of the Offer ("Synergies"), made available to HLP, HLP has assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgements of the management of Talentum and/or the
Offeror. In rendering this opinion, HLP expresses no view as to the
reasonableness of such financial information, forecasts and projections,
including the Synergies, or the assumptions on which they are based. 

HLP has assumed that Talentum and Alma Media have fulfilled all their legal and
other applicable information and other duties as companies listed on NASDAQ OMX
Helsinki. Furthermore, HLP has assumed that both Talentum and Alma Media adhere
to the Helsinki Takeover Code. 

For the purposes of rendering this opinion, HLP has assumed that, in all
respects material to its analysis, the Offer will be consummated in accordance
with the Terms and Conditions, without any material waiver, modification or
amendment of any term, condition or agreement. HLP has also assumed that all
material governmental, regulatory or other approvals and consents required in
connection with the consummation of the Offer will be obtained without any
material restrictions being imposed. 

HLP has not been requested to assess, nor does this opinion include any
assessment of the merits of the Offer as compared to any alternative
transaction or alternative business strategy other than Talentum's current
business strategy. 

HLP's opinion is based on financial, regulatory, market and other conditions as
in effect on, and the information made available to us as of the date hereof.
The circumstances on which this opinion is based as well as the contents of the
opinion itself may be affected by subsequent events, facts or matters. HLP has
no obligation to update, review or confirm this opinion after the date hereof. 

Based upon and subject to all the foregoing, it is HLP's opinion, as of the
date hereof, that the Consideration and Option Consideration are fair, from a
financial point of view, for Talentum's shareholders and holders of Eligible
Options, respectively. 

HLP does not express any opinion or any recommendation as to whether or not to
accept the Offer. 

This letter is solely addressed to and for the use and benefit of the Board of
Directors of Talentum. This letter may not be reproduced, summarised or
referred to in any public document or given to any person without the prior
written consent of HLP. Notwithstanding the foregoing, this letter may be
included in the statement of the Board of Directors of Talentum with respect to
the Offer, required to be made public pursuant to Chapter 11, Section 13 of the
Finnish Securities Markets Act, provided that it is reproduced in full, and
that any description of or reference to HLP in such disclosure document is in a
form reasonably acceptable to HLP. 

This opinion is governed by Finnish law.

HLP will be paid a fee for its services as financial adviser to Talentum in
connection with the Offer. 

Yours faithfully,

HLP CORPORATE FINANCE LTD

Joakim Åberg
CEO, Managing Partner